MALTA BUSINESS REGISTRY (ESTABLISHMENT AS AN AGENCY) ORDER

MALTA BUSINESS REGISTRY

(ESTABLISHMENT AS AN AGENCY)

SUBSIDIARY LEGISLATION 595.27

MALTA BUSINESS REGISTRY

(ESTABLISHMENT AS AN AGENCY) ORDER

30th April, 2018

LEGAL NOTICE 144 of 2018, as amended by Legal Notices 137 of

2019 and 180 of 2020 and XXIV of 2022.

The title of this order is the Malta Business Registry

(Establishment as an Agency) Order.

(1)

Any reference in this order to "the Act" shall be

construed as a reference to the Companies Act and subject to the

provisions of sub article (2), the provisions of article 2 of the Act shall

also apply to this order.

(2)

In this Order, unless the context otherwise requires –

"Administration Act" means the Public Administration

Act;

"Agency" means the Malta Business Registry established

by this order;

"Agency Agreement" means the agreement as provided

for in article 30(1) of the Administration Act;

"MFSA" means the Malta Financial Services Authority;

"Minister" means the Minister responsible for the

registration of commercial partnerships;

"Permanent Secretary" means the Permanent Secretary of

the Ministry for the Agency, if in office and if not in office, the

Minister.

There shall be established an Agency, to be known as the

Malta Business Registry which shall have all the duties and functions

pertaining to the Registrar of Companies under the Act and any other

applicable law.

The Minister responsible for the Agency shall be the

Minister responsible for the registration of commercial partnerships in

accordance with the Act.

The operations of the Agency shall be carried out in

accordance with an Agency Agreement to be agreed upon between the

Permanent Secretary and the Agency.

MALTA BUSINESS REGISTRY

(ESTABLISHMENT AS AN AGENCY)

The Agency shall be governed by the provisions of the

Public Finance Management Act unless otherwise stated in the Agency

Agreement between the Permanent Secretary and the Agency, in which

case the provisions of the Agency Agreement shall prevail.

(1)

The Agency shall be headed by the Registrar of

Companies, to be appointed by the Minister and who shall perform all

the functions and duties of the Chief Executive Officer as stipulated in

the Administration Act.

(2)

The legal and judicial representation of the Agency shall

be vested in the Registrar of Companies.

The Minister shall appoint a person to aid the Registrar of

Companies in the execution of his duties who shall be designated as the

Deputy Registrar.

The Minister shall appoint a person to be the official

receiver for the purposes of the Act.

(1)

The Agency shall establish and organise its units and

sections as appropriate in order to exercise its functions, and shall

establish inter alia, a section to be known as the Insolvency and

Receivership Service.

(2)

The section to be known as the Insolvency and

Receivership Service shall have those functions, duties and powers

assigned to it and to the official receiver by the Act, the Pre-Insolvency

Act, 2022, the Insolvency Practitioners Act, 2022 and any applicable

laws and regulations.

(1)

The Minister responsible for the Agency may

establish an Advisory Board to advise the Registrar of Companies in

the discharge of his duties.

(2)

The Advisory Board established under this article shall be

chaired by the Registrar of Companies and shall consist of not less than

two (2) and not more than four (4) members appointed by the Minister

responsible for the Agency.

(3)

The remuneration paid to members of the Agency

Advisory Board shall be in accordance with any directives and

guidelines issued by the Permanent Secretary in relation thereto.

(1)

All employees and any other public officers

currently deployed within the MFSA performing duties concomitant

with the functions of the Agency may be regarded as employees of

the Agency as established by virtue of this order under the same

terms and conditions prevailing at the date of coming into force of

this order

MALTA BUSINESS REGISTRY

(ESTABLISHMENT AS AN AGENCY)

Provided that employees and public officers currently

deployed within the MFSA may also retain their current position of

employment with the MFSA

Provided further that employment contracts of

employees and public officers desirous of retaining their employment

with the MFSA shall remain in force between the relative employee

and the MFSA or the relative public officer and the MFSA, as

applicable, and that employee or public officer shall in no way be

regarded as an employee of the Agency.

(2) The employment contracts entered into between, on the

one hand, the employees of the Agency within the MFSA and the

MFSA, on the other part, shall continue to be in force as if they had

been entered into by the Agency as established by this order and any

collective agreement in force prior to the coming into force of this

order which affects the rights and status of the same employees shall

continue to be in force as if it had been entered into by the Agency.

(3)

The Agency shall have the authority to engage its own

employees.

The Agency shall, as from the coming into force of

this order, assume responsibility for all assets, liabilities and

obligations, previously held or entered into by the MFSA and

emanating or arising from the functions of the Agency.

The Agency, the members of the Advisory Board, and

the officers and employees of the Agency, shall not be liable in

damages or otherwise for anything done or omitted to be done in the

discharge or purported discharge of any function under this order, the

Act or any other legislation administered by the Agency, or otherwise

in the exercise of their official duties, unless the act or omission is

shown to have been done or omitted to be done, as the case may be, in

bad faith.

The Agency shall be exempt from any liability for the

payment of income tax, duty on transfers and documents, and customs

and excise duty, under any law for the time being in force.